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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549
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                                    FORM 10-Q

                                   AMMENDMENT 1
                                        
                                        
                QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
                                        
FOR QUARTER ENDED MARCH 31, 1995        COMMISSION FILE NUMBER 0-16059



                               JASON  INCORPORATED
             (Exact name of registrant as specified in its charter)


               WISCONSIN                            39-1756840
(State or other jurisdiction of          (IRS Employer Identification No.)
incorporation or organization)


            411 E. WISCONSIN AVENUE, SUITE 2500, MILWAUKEE, WI  53202
                    (Address of principal executive offices)
                                        
                                        
                                 (414) 277-9300
              (Registrant's telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes  X            No ___
                        

On March 31, 1995 there were outstanding 20,075,425 shares of the Registrant's
$.10 par value common stock.


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                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                         JASON INCORPORATED (Registrant)


                         by ________________________
                         Mark Train
                         Executive Vice President
                         (Chief Financial Officer)